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[CORN PRODUCTS LOGO]
6500 SOUTH ARCHER AVENUE, BEDFORD PARK, ILLINOIS 60501-1933
March 29, 2002
Dear Stockholder:
Enclosed are the notice of annual meeting of stockholders, proxy statement
and proxy card for this year's annual meeting of stockholders of Corn Products
International, Inc.
The annual meeting will be held solely to vote on each of the matters
described in the proxy statement. We do not expect that any other business will
be transacted.
Please note that once again you can vote by the Internet, by telephone or
by completing the enclosed proxy card. Instructions for voting by either the
Internet or telephone are given on the enclosed proxy card. Note also that if
you hold your shares through a bank, broker or other holder of record, you may
vote your shares in accordance with your voting instruction form.
Your vote is important to the Company, whether or not you plan to attend.
If you plan to attend the annual meeting, please do so indicate and bring the
admission ticket that is attached to the enclosed proxy card.
Sincerely,
/s/ Samuel C. Scott
Samuel C. Scott III
Chairman, President and
Chief Executive Officer
[RECYCLED LOGO]
CORN PRODUCTS INTERNATIONAL, INC.
6500 SOUTH ARCHER AVENUE
BEDFORD PARK, ILLINOIS 60501-1933
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The 2002 annual meeting of stockholders of Corn Products International,
Inc. will be held at the Hyatt Regency O'Hare, 9300 West Bryn Mawr Avenue,
Rosemont, Illinois, on Wednesday, May 15, 2002, at 9:00 a.m., local time, for
the following purposes:
1. To elect four Class II directors, each for a term expiring at the
2005 annual meeting of stockholders.
2. To ratify the appointment of KPMG LLP as independent auditors for the
Company for 2002.
3. To transact such other business, if any, that is properly brought
before the meeting and any adjournment or adjournments thereof.
March 19, 2002 is the record date for the annual meeting. Only stockholders
of record at the close of business on that date may vote at the meeting. For ten
days before the meeting, a list of stockholders will be available for inspection
during ordinary business hours.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL
MEETING, PLEASE ENSURE THAT YOUR VOTE WILL BE COUNTED BY VOTING BY THE INTERNET,
BY TELEPHONE OR BY SIGNING, DATING AND RETURNING YOUR PROXY CARD OR VOTING
INSTRUCTION FORM PROMPTLY IN THE PREPAID ENVELOPE PROVIDED.
By order of the Board of Directors,
/s/ Marcia E. Doane
Marcia E. Doane
Vice President, General Counsel
and Corporate Secretary
March 29, 2002
TABLE OF CONTENTS
PAGE
----
General Information......................................... 1
Board of Directors.......................................... 2
Security Ownership of Certain Beneficial Owners and
Management................................................ 7
Section 16(a) Beneficial Ownership Reporting Compliance..... 9
Stockholder Cumulative Total Return Performance Graph....... 9
Compensation and Nominating Committee Report on Executive
Compensation.............................................. 11
Executive Compensation...................................... 15
Certain Relationships and Related Transactions.............. 19
Matters To Be Acted Upon:
Proposal 1.
Election of Directors..................................... 20
Proposal 2.
Ratification of Appointment of Auditors................... 24
Other Matters............................................... 24
Stockholder Proposals for 2003 Annual Meeting............... 24
Additional Information...................................... 25
CORN PRODUCTS INTERNATIONAL, INC.
6500 SOUTH ARCHER AVENUE
BEDFORD PARK, ILLINOIS 60501-1933
PROXY STATEMENT
GENERAL INFORMATION
You have received this proxy statement because the Board of Directors of
Corn Products International, Inc. (the "Company") is asking for your proxy to
vote your shares at the 2002 annual meeting of stockholders that is scheduled to
be held on Wednesday, May 15, 2002 (the "Annual Meeting"). This proxy statement
and the accompanying 2001 annual report to stockholders of the Company are being
mailed commencing on or about March 29, 2002. On March 19, 2002, the record date
for the Annual Meeting, 35,528,210 shares of common stock were issued and
outstanding. In accordance with Rule 14a-3(e)(1) of the Securities Exchange Act
of 1934, as amended, only one copy of this proxy statement and the annual report
is being delivered to multiple stockholders sharing an address unless the
Company has received contrary instructions from one or more of those
stockholders. Upon written or oral request, the Company will deliver promptly a
separate copy of this proxy statement and the annual report to a stockholder at
a shared address to which a single copy of the documents was delivered. Any
stockholder who wishes to receive a separate copy of this proxy statement or the
annual report can do so by telephoning the Corporate Secretary of the Company at
708-563-2400. In addition, any stockholder sharing an address with other
stockholders of the Company can request delivery of only a single copy of future
annual reports and proxy statements by telephoning the Corporate Secretary of
the Company at 708-563-2400. Please also keep in mind that this proxy statement
and the accompanying 2001 annual report to stockholders will be published and
available for viewing and copying on the Company's web site at
www.cornproducts.com/proxystment2002.html and
www.cornproducts.com/annualrpt2001.html, respectively. The Company would like to
remind you that any stockholder having computerized access to the Internet may
consent at any time to receive electronic notification of these documents by
following the enrollment instructions available on www.cornproducts.com.
WHO MAY VOTE
You may vote at the Annual Meeting if you were a stockholder of record of
the Company's common stock at the close of business on March 19, 2002. You are
entitled to one vote for each share of common stock of the Company that you
owned as of the record date. If you are a participant in the Corn Products
International Stock Fund of the Company's Retirement Savings Plans or the
Company's automatic dividend reinvestment plan, your proxy card includes the
number of shares in your Plan account as well as any other shares of Company
common stock held of record in your name as of March 19, 2002.
HOW TO VOTE
You may vote by proxy at the Annual Meeting or in person. If you vote by
proxy, please sign and date the enclosed proxy card and return it to us in the
envelope provided. Specify your choices on the proxy card. If you return a
signed and dated proxy card but do not specify your choices on it, your shares
will be voted in favor of the proposals. If you are a registered stockholder and
hold your stock in certificate form, you may also vote either by telephone or
electronically through the Internet by following the instructions included with
your proxy card. If your shares are held through a bank, broker or other holder
of record, please check your voting instruction form or contact your broker or
nominee to determine whether you will be able to vote by telephone or
electronically through the Internet. The deadline for voting by the telephone or
electronically through the Internet is 11:59 p.m. Eastern Time on May 14, 2002.
You may revoke your proxy at any time before it is voted by (i) notifying the
Company's Corporate Secretary in writing, (ii) returning a later-dated, signed
proxy card or voting instruction form, (iii) submitting a later-dated proxy
electronically through the Internet or by telephone, or (iv) voting in person at
the Annual Meeting. Any written notice revoking a proxy should be sent to Marcia
E. Doane, Corporate Secretary, Corn Products International, Inc., 6500 South
Archer Avenue, Bedford Park, Illinois 60501-1933.
1
REQUIRED VOTES
To carry on the business of the Annual Meeting, a quorum of the
stockholders is required. This means that at least a majority of the outstanding
shares eligible to vote must be represented at the Annual Meeting, either by
proxy or in person. If a quorum is present, the director nominees receiving the
most votes will be elected. Other proposals require the favorable vote of a
majority of the votes cast. If you withhold your vote for any or all nominees,
your vote will not count either "for" or "against" the nominee. A vote to
"abstain" on any other proposal will be counted as present for quorum purposes,
but it will not be counted as a vote cast "for" such proposal. If you hold your
shares of Company common stock through a bank, broker or other holder of record
and have not returned a signed proxy card, your broker will have authority to
vote your shares but only on those proposals that are considered discretionary
under the applicable New York Stock Exchange ("NYSE") rules. If your broker does
not have such discretion on any proposals (broker non-votes), your shares will
be counted as being present at the Annual Meeting for quorum purposes, but they
will not be counted as votes cast on such proposals.
SOLICITATION OF PROXIES
Again this year the Company has chosen not to retain the services of a
third-party solicitor to assist in the distribution of proxy materials and
solicitation of proxies. The Company will pay all costs of soliciting proxies
and will reimburse brokers, banks and other custodians and nominees for their
reasonable expenses for forwarding proxy materials to beneficial owners and
obtaining their voting instructions. In addition to this mailing, directors,
officers and other employees of the Company may solicit proxies electronically,
personally or by mail or telephone.
BOARD OF DIRECTORS
The business and affairs of the Company are conducted under the direction
of its Board of Directors (the "Board"). As of the date of the Annual Meeting,
the Board will consist of eleven members, nine of whom are outside
(non-employee) directors. The other two members of the present Board, Messrs. R.
G. Holder and K. Schlatter, are retiring from the Board effective at the Annual
Meeting. The Board is divided into three classes, with one class elected each
year for a three-year term.
In addition to the various committee meetings referred to below, the Board
held seven meetings in 2001. Each director attended at least 75 percent of the
meetings of the Board and the committees of the Board on which he or she served
during 2001. As a group, the directors' meeting attendance averaged 99.4 percent
for the year.
COMMITTEES OF THE BOARD
The AUDIT COMMITTEE is composed entirely of qualified outside, independent
directors. Pursuant to the provisions of its written charter as adopted by the
Board, this committee assists the Board in fulfilling its oversight
responsibilities in the areas related to the financial reporting process and the
systems of financial control. The independent auditors are accountable to and
meet privately with this committee on a regular basis.
The Audit Committee's responsibilities can be summarized by function as
follows:
In relation to the audit process by the independent auditors:
- review the objectives, scope and estimated cost of the annual audit
for the ensuing year;
- inquire into and evaluate factors affecting the auditors'
independence by ensuring the independent auditors submit written statements
delineating all relationships with the Company; recommend to the Board
appropriate action to satisfy itself of the auditors' independence, and
review the nature and extent of, and approve guidelines for, the non-audit
services rendered by the independent auditors;
2
- recommend to the Board the appointment of independent auditors, for
the ensuing year, subject to ratification by the stockholders; and
- meet independently with and receive periodic reports from the
independent auditors on the progress of their audit activities, including
audit procedures designed to detect illegal acts.
In relation to internal audit process:
- review the adequacy of the internal audit organization, and the
scope of the internal audit activities; and
- meet independently with and receive periodic reports from the
Corporate Director of Internal Audit on the progress of the internal audit
activities.
In relation to internal controls:
- review the adequacy of the Company's system of internal controls;
- review the findings of independent and internal auditors; and
- review any audit matters requiring special attention of the
committee.
In relation to financial reporting:
- oversee the procedures for preparing the annual as well as quarterly
financial statements including the Company's accounting policies;
- review the financial disclosures in the annual report to
stockholders and in annual reports to the Securities and Exchange
Commission; and
- review areas of disagreement, if any, between management and
independent auditors.
In relation to Company policies:
- review the Company Policies on Business Conduct, including Company
policies and performance in relation to the quality of products and
services and customer relations, employee relations, health, safety and the
environment, community relations, compliance with laws, disclosure of
Company information and insider trading, conflicts of interest, commercial,
labor and government relations, political contributions, and books, records
and controls.
In relation to the Charter:
- review and reassess the adequacy of this Charter on an annual basis;
- include a copy of this Charter in the Company's proxy statement for
the annual meeting of its shareholders at least once every three years; and
- prepare an annual agenda to ensure that the committee meets the
requirements of this Charter.
Members of the Audit Committee are G. E. Greiner (Chairman), A. C. DeCrane,
Jr., R. G. Holder, J. M. Ringler and C. B. Storms. This committee held six
meetings during 2001 and has furnished the following report.
3
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors (the "Committee") reports
that it has: (i) reviewed and discussed with management the audited financial
statements of the Company for the fiscal year ended December 31, 2001; (ii)
discussed with KPMG LLP, the independent accountants and auditors of the
Company, the matters required to be discussed by Statement on Auditing Standards
No. 61; and (iii) received the written disclosures and the letter from KPMG LLP
required by the Independence Standards Board Standard No. 1 and discussed with
KPMG LLP their independence. Based on such review and discussions, the Committee
recommended to the Board that the audited financial statements of the Company
for the fiscal year ended December 31, 2001 be included in the Company's Annual
Report on Form 10-K for 2001 for filing with the Securities and Exchange
Commission.
AUDIT COMMITTEE
G. E. GREINER, CHAIRMAN
A. C. DECRANE, JR.
R. G. HOLDER
J. M. RINGLER
C. B. STORMS
The COMPENSATION AND NOMINATING COMMITTEE is composed entirely of outside,
independent directors. This committee oversees the general areas of senior
management compensation, employee benefit plans and the selection and
compensation of directors. Stockholders who wish to recommend a candidate for
consideration by this committee as a nominee for director may do so by writing
to the Corporate Secretary and furnishing a statement of the candidate's
experience and qualifications.
The Compensation and Nominating Committee's responsibilities can be
summarized by function as follows:
In relation to senior management compensation:
- review and approve compensation arrangements for all elected
corporate officers;
- review and approve any arrangements, other than under the terms of
the Company's employee benefit plans and employment or severance
agreements, upon termination or retirement of any elected corporate
officer;
- administer executive incentive compensation plans; and
- review and approve personal benefits and other non-cash compensation
for executives.
In relation to employee benefit plans:
- review employee benefit programs and recommend to the Board
proposals for adoption, amendment or termination of principal pension and
welfare plans and appointment of administrative committees for such plans.
In relation to selection and compensation of directors:
- determine selection criteria for Board candidates;
- consider and recommend to the Board candidates for election to the
Board; and
- recommend to the Board the compensation arrangements for independent
directors and administer the Deferred Compensation Plan for independent
directors.
Members of the Compensation and Nominating Committee are W. S. Norman
(Chairman), R. J. Almeida, R. M. Gross and K. L. Hendricks. This committee held
seven meetings during 2001.
The CORPORATE RESPONSIBILITY COMMITTEE is composed entirely of outside,
independent directors. This committee oversees the general areas of corporate
governance and selected Company policies.
4
The Corporate Responsibility Committee's responsibilities can be summarized
by function as follows:
In relation to corporate governance:
- review the size, structure and organization of the Board and its
committees and the flow of information to and within the Board;
- review the independence of each outside director;
- establish criteria for the evaluation of Board performance and
effectiveness;
- establish performance parameters for directors and review the
performance of incumbent directors;
- review the guidelines for Board tenure; and
- review any other corporate governance matters to insure that the
Board is fulfilling its responsibilities to the stockholders.
In relation to corporate communications:
- review crisis management organization and implementation;
- review corporate communications programs; and
- review investor relations program.
Members of the Corporate Responsibility Committee are A. C. DeCrane, Jr.
(Chairman), G. E. Greiner, B. H. Kastory and W. S. Norman. This committee held
four meetings during 2001.
The FINANCE COMMITTEE is composed of two outside directors and one employee
director. This committee assists the Board in fulfilling its oversight
responsibilities in the specific areas of capital structure, debt and interest
rate management, liquidity management, tax planning and compliance, and in the
preservation and protection of the Company's assets.
The Finance Committee's responsibilities can be summarized by function as
follows:
In relation to capital structure and leverage:
- review capital structure, including short and long term debt
positions, contingent liabilities and equity;
- review credit ratings;
- review financial capacity to fund investments including
acquisitions;
- review financing alternatives; and
- review tax planning.
In relation to risk management and preservation of assets:
- review foreign exchange management and exposures;
- review interest rate management and exposures;
- review commodity and energy management and exposures;
- review foreign affiliates' capital structures;
- review insurable risk management policies in relations to the
following liabilities: product liability, director's and officer's,
casualty, workman's compensation, fraud, automobile, and business
interruption; and
- review tax compliance and reporting.
5
In relation to investments:
- review sources and uses of cash flow;
- review Company's and its affiliates' cost of capital and return on
capital; and
- review investment opportunities including: dividend policy, share
repurchase policy, capital expenditures, new business investments and cash
management policy.
In relation to employee pension plans:
- review the investment allocation policy for funds contributed to
such plans;
- review the annual contributions to fund such plans; and
- approve the appointment of trustees and investment managers under
employee benefit plans and review their performance.
Members of the Finance Committee are B. H. Kastory (Chairman), I.
Aranguren-Castiello and K. Schlatter. This newly constituted committee held one
meeting during 2001.
DIRECTOR COMPENSATION AND TENURE
Employee directors do not receive additional compensation for serving as
directors. All directors are reimbursed for Board and committee meeting
expenses. Effective as of October 1, 2001, there are no meeting attendance fees
paid. The following table displays the individual components of outside director
compensation:
Annual Board retainer....................................... $50,000(1)
Annual Committee chairman retainer.......................... 4,000(1)
Annual stock option grant (number of underlying shares)..... 2,000(2)
---------------
(1) One half of the retainer is paid in cash and the other half is paid in the
Company's phantom stock units that are mandatorily deferred until retirement
under the Deferred Compensation Plan for Outside Directors. In addition, a
director may choose to defer all or part of the cash portion of the retainer
in the Company's phantom stock units. The Company's phantom stock units for
each outside director as of January 1, 2002 are indicated in the middle
column of the Security Ownership Table appearing on page 8.
(2) Grants of 2,000 non-qualified stock options are awarded in October 2001 upon
the commencement of the revised compensation program and annually thereafter
in early May to each of the outside directors who are not scheduled to
retire before the next year's annual meeting of stockholders. The grants are
priced at the fair market value of the Company's common stock on the date of
grant and have a ten-year term. They are fully exercisable on the first
anniversary of the date of grant.
Board policy requires outside directors to retire no later than the annual
meeting following their 70th birthday (age 72 in the case of outside directors
who were members of the Board on November 19, 1997). Employee directors,
including the CEO, are required to retire from the Board upon retirement as an
employee, unless the Board determines otherwise in unusual circumstances.
6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows, as of January 1, 2002, all persons or entities
that the Company knows are beneficial owners of more than five percent of the
Company's issued and outstanding common stock.
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
------------------- -------------------- ----------------
AXA Financial, Inc. ........................................ 2,071,585(1) 5.9%
1290 Avenue of the Americas
New York, New York
10104
Capital Group International, Inc............................ 2,038,350(2) 5.8%
11100 Santa Monica Boulevard
Los Angeles, California
90025-3384
Ignacio Aranguren-Castiello................................. 1,845,000(3) 5.2%
Lopez Cotilla 2032
44100 Guadalajara, Jalisco
Mexico
Merrill Lynch & Co., Inc. .................................. 1,834,256(4) 5.12%
World Financial Center
250 Vesey Street
New York, New York 10381
---------------
(1) The ownership information disclosed above is based on a Schedule 13G report
dated February 11, 2002 that AXA Financial, Inc., a parent holding company,
filed with the SEC on behalf of itself; four French mutual insurance
companies: AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle,
AXA Conseil Vie Assurance Mutuelle and AXA Courtage Assurance Mutuelle, as a
group (the "Mutuelles AXA"); AXA; and their subsidiaries, including AXA
Rosenberg Investment Management LLC and Alliance Capital Management L.P., an
investment adviser. AXA Financial, Inc. has sole voting power as to 917,300
of such shares, shared voting power as to 6,825 shares and sole dispositive
power as to 1,067,185 shares. The Mutuelles AXA collectively have sole
voting power as to 1,609,100 of such shares, shared voting power as to 6,825
shares, sole dispositive power as to 1,067,185 shares and shared dispositive
power as to 1,004,400 shares. The Mutuelles AXA, as a group, and AXA each
disclaim beneficial ownership of all such shares that any of them may be
deemed to have as a result of the holdings by unaffiliated third-party
client accounts managed by Alliance Capital Management L.P., as investment
adviser, which entity, along with AXA Rosenberg Investment Management LLC,
operates as a subsidiary of AXA Financial, Inc. under independent management
and makes independent decisions.
(2) The ownership information disclosed above is based on a Schedule 13G report
dated February 11, 2002 that Capital Group International, Inc., an
investment advisor, filed with the SEC. Its California state-chartered trust
company subsidiary, Capital Guardian Trust Company, has sole voting power as
to 1,454,450 of such shares and sole dispositive power as to 2,038,350
shares. Capital Group International, Inc. and Capital Guardian Trust Company
each disclaim beneficial ownership of all such shares that either of them
may be deemed to have as a result of the subsidiary bank's serving as the
investment manager of various institutional accounts.
(3) The ownership information disclosed above is based on a Schedule 13G report
dated February 14, 2001 that Mr. Ignacio Aranguren-Castiello, a Mexican
citizen, filed with the SEC on behalf of both himself personally and Arancia
Industrial, S.A. de C.V., a Mexican corporation of which he is the
controlling shareholder. Through his direct ownership of Company common
stock and his control of Arancia Industrial, S.A. de C.V., Mr.
Aranguren-Castiello has sole voting and dispositive power as to 1,500 of
such shares and shared voting and dispositive power as to 1,843,500 shares.
7
(4) The ownership information disclosed above is based on a Schedule 13G report
dated January 4, 2002 that Merrill Lynch & Co., Inc., a parent holding
company, filed with the SEC on behalf of the legal entities that comprise
Merrill Lynch Investment Managers, an operating division of Merrill Lynch &
Co. consisting of its indirectly-owned asset management subsidiaries. The
following four asset management subsidiaries, Fund Asset Management, L.P.;
Merrill Lynch Investment Managers Limited; Merrill Lynch Investment
Managers, L.P.; and QA Adviser L.L.C., hold certain shares of the Company's
common stock. Collectively, they have shared voting power and dispositive
power as to 1,834,256 of such shares and they disclaim beneficial ownership
that any of them may be deemed to have as a result of their serving as
investment advisers which exercise voting and investment powers over
portfolio securities independently from other direct and indirect
subsidiaries of Merrill Lynch & Co., Inc.
The following table shows the ownership of Company common stock (including
derivatives thereof), as of January 1, 2002, of each director, each named
executive officer and all directors and executive officers as a group.
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
------------------------------------------------------------
NAME OUTSTANDING SHARES SHARES UNDERLYING PERCENT
OF OF COMPANY PHANTOM SHARES UNDERLYING OF
BENEFICIAL OWNER COMMON STOCK(1) STOCK UNITS(2) STOCK OPTIONS(3) CLASS(4)
---------------- ------------------ ----------------- ----------------- --------
R. J. Almeida........................ 0 690 0 *
I. Aranguren-Castiello............... 1,845,000 899 21,000 5.3%
A. C. DeCrane, Jr.................... 2,125 5,443 0 *
G. E. Greiner........................ 8,000 3,315 0 *
R. M. Gross.......................... 2,000 2,799 0 *
K. L. Hendricks...................... 1,000 1,239 0 *
R. G. Holder......................... 4,500 5,575 0 *
B. H. Kastory........................ 6,862 4,045 0 *
W. S. Norman......................... 2,752 5,307 0 *
J. M. Ringler........................ 0 690 0 *
K. Schlatter......................... 141,221 11,327 332,380 1.4%
S. C. Scott III...................... 72,701 25,299 257,320 *
C. B. Storms......................... 22,991 5,234 0 *
M. E. Doane.......................... 12,695 0 63,000 *
J. L. Fiamenghi...................... 11,693 0 55,500 *
J. W. Ripley......................... 24,541 706 98,442 *
R. M. Vandervoort.................... 19,460 95 71,853 *
All directors and executive officers
as a group (21 persons)............ 2,218,672 72,663 1,047,422 9.1%
---------------
(1) Includes shares of Company common stock held individually, jointly with
others, in the name of an immediate family member or under trust for the
benefit of the named individual. Unless otherwise noted, the nature of
beneficial ownership is sole voting and/or investment power. Fractional
amounts have been rounded to the nearest whole share.
(2) Includes shares of Company common stock that are represented by deferred
phantom stock units of the Company credited to the accounts of the directors
and certain executive officers. The directors and executive officers have no
voting or investment power over the Company's phantom stock units.
(3) Includes shares of Company common stock that may be acquired within 60 days
of January 1, 2002 through the exercise of stock options granted by the
Company.
(4) The total for any individual, except I. Aranguren-Castiello and K.
Schlatter, is less than 1.0%, and the total for the group is 9.1% of the
issued and outstanding shares of the Company's common stock. The applicable
percentage of ownership is based on a total of 35,406,309 shares of the
Company's common stock issued and outstanding as of January 1, 2002.
8
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), requires the Company's directors and executive officers to file timely
reports of holdings and transactions in the Company's common stock (including
derivatives thereof) with the SEC. Based on a review of the forms filed on
behalf of the Company's directors and executive officers and other information,
including written representations that no annual SEC Form 5 report was required,
the Company believes that during 2001 and the prior fiscal years all of its
directors and executive officers complied with the 1934 Act filing requirements,
except for one untimely Form 4 filing relating to one employee stock option
grant that was made to Mr. I. Aranguren-Castiello, a director of the Company, in
January 2000.
STOCKHOLDER CUMULATIVE TOTAL RETURN PERFORMANCE GRAPH
The following graph compares cumulative total return to stockholders (stock
price appreciation or depreciation plus reinvested dividends) on the Company's
common stock with the cumulative total return of the Russell 2000 Index and the
S&P Small Cap Basic Materials Index. The Russell 2000 Index is a comprehensive
common stock price index representing equity investments in certain smaller
companies. The Russell 2000 Index is value weighted and includes only publicly
traded common stocks belonging to corporations domiciled in the U.S. and its
territories. It measures the performance of the 2,000 smallest companies in the
Russell 3000 Index, which comprises approximately 98% of the investable U.S.
equity market. The S&P Small Cap Basic Materials Index is one of Standard and
Poor's industry specific stock indices that was discontinued as of December 31,
2001. As of that date, the S&P Small Cap Basic Materials Index included the
common stock of 33 small companies (which includes the Company) in the following
types of industries: Agricultural Products, Aluminum, Chemicals (Diversified and
Specialty), Construction (Cement and Aggregates), Containers and Packaging
(Paper), Gold and Precious Metals Mining, Iron and Steel, Paper and Forest
Products. The graph assumes that:
- as of the market close on December 11, 1997 (the date on which the
Company's common stock began trading on the NYSE), you made one-time $100
investments in the Company's common stock and in market capital
base-weighted amounts which were apportioned among all the companies whose
equity securities constitute each of the other three named indices, and
- all dividends were automatically reinvested in additional shares of
the same class of equity securities constituting such investments at the
frequency with which dividends were paid on such securities during the
applicable time frame. Please note that the Company began paying dividends
on October 23, 1998.
9
PERFORMANCE GRAPH
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG THE COMPANY,
THE RUSSELL 2000 INDEX AND THE STANDARD & POOR'S SMALL CAP BASIC
MATERIALS INDEX FOR THE PERIOD FROM DECEMBER 11, 1997 TO
DECEMBER 31, 2001 (1)
[PERFORMANCE GRAPH]
-----------------------------------------------------------------------------------------
12/11/97 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
-----------------------------------------------------------------------------------------
Corn Products International $ 100.00 $ 102.79 $ 105.35 $ 114.99 $ 103.66 $ 127.42
-----------------------------------------------------------------------------------------
Russell 2000 $ 100.00 $ 102.90 $ 99.35 $ 118.85 $ 113.85 $ 120.93
-----------------------------------------------------------------------------------------
S&P Small Cap Basic Materials $ 100.00 $ 103.42 $ 108.58 $ 109.54 $ 101.55 $ 113.66
-----------------------------------------------------------------------------------------
(1) Source: Standard & Poor's Compustat Custom Products Division, a division of
The McGraw-Hill Companies.
10
COMPENSATION AND NOMINATING COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation and Nominating Committee of the Board of Directors (the
"Committee") is composed entirely of outside, independent directors. The
Committee approves compensation policy for the Company and administers the
compensation program for the Company's officers.
The Company utilizes the services of an independent consulting firm to
provide information on base salary, annual incentive levels and long-term
incentives for a broad group of companies and for a group of companies in
related industries of similar size and for which compensation information is
available (the "Survey Group"). Based on this comparative pay data, and the
compensation-related objectives of the Company, the Committee approves a
compensation program that it considers appropriate for the Company. A
description of that program follows.
COMPENSATION PHILOSOPHY
The objectives of the Company's compensation programs, including officers'
compensation, are to:
- Focus, align and motivate management on the objectives of the
Company and enhance shareholder value.
- Permit the Company to attract and retain outstanding and talented
executives who are focused on the interests of the Company's shareholders.
- Provide executives with significant opportunity and risk by
targeting their base salaries at a discount to market and their incentive
opportunities at a premium to market.
- Reinforce pay for performance beliefs by aligning the distribution
of compensation programs with results. Adjustments to base salary and the
award of incentives are provided based on the achievement of tangible
measurable results.
The key components of the Company's compensation program for the officers
are base salary, annual incentive compensation, and long-term incentives. The
intention is to maintain base salaries for the executives named in the Summary
Compensation Table and other officers at 10% less than the 50th percentile of
companies in the Survey Group while providing the opportunity to earn increased
variable compensation. An officer's salary depends upon level of responsibility,
the geographic complexity of the position, individual performance, and time in
position. Annual incentive targets are currently established to deliver
approximately 20% above the 50th percentile annual total cash compensation (base
pay plus annual incentive) of the Survey Group. Annual incentives are payable
only after the attainment of predetermined performance targets. Long-term
incentive compensation is targeted at the 50th percentile of the Survey Group.
Base salary and long and short-term incentives for other management personnel
are targeted at the 50th percentile of the Survey Group. Periodically, the
Company's compensation practices are compared with market data to assure
alignment with market conditions and the Company's compensation philosophy.
ANNUAL INCENTIVE PROGRAM
The Annual Incentive Program ("AIP") for the officers and other eligible
management level employees provides for awards to be determined and paid after
the end of the year being measured. Payment of annual incentives is based on the
achievement of performance targets that are established at the beginning of each
year. Each AIP participant's annual incentive is calculated according to the
achievement of corporate, business unit and individual performance results. The
Committee approved annual incentive payments based on 2001 results for each of
the officers and AIP eligible employees in accordance with this program. Total
payments for 2001 for each of the named executive officers are indicated in the
Bonus column of the Summary Compensation Table on page 15.
11
LONG-TERM INCENTIVES
The Company's long-term incentive program for its officers consists of
non-qualified stock options, shares of restricted stock and cash. The value is
targeted at the 50th percentile long-term incentive compensation of the Survey
Group. Non-qualified stock option grants and restricted stock awards are made
under the Company's 1998 Stock Incentive Plan while the cash portion is awarded
under the Company's Performance Plan, which is described herein. Non-qualified
stock options awarded to officers have a ten-year term and vest 50% per year at
the end of years one and two.
Other management personnel who are eligible for long-term incentives are
granted non-qualified stock options and/or awarded restricted stock under the
Company's 1998 Stock Incentive Plan. The number of options granted or shares of
restricted stock awarded is based on an individual's salary grade and
performance. These options also have a ten-year term and vest 50% per year at
the end of years one and two while restricted stock awards vest after five
years. For outside directors, stock options are awarded pursuant to a grant
formula under the outside director's compensation plan as fully described under
the Director Compensation and Tenure section on page 6.
During 2001, the Committee awarded a total of 200,000 non-qualified stock
options to nine officers and 9,000 restricted stock shares to the Chief
Executive Officer. The option award amounts were established utilizing 50th
percentile competitive market data of the Survey Group. In addition, 324,300
stock option grants and 10,900 restricted stock awards were made in 2001 to
another 148 management level employees and 22,000 stock options were granted to
11 outside directors. The options have an exercise price equal to the fair
market value of a share of Company common stock on the grant date.
The total number of non-qualified stock options and restricted stock shares
awarded in 2001 was 566,200 or approximately 16% of the shares authorized for
distribution under the Company's 1998 Stock Incentive Plan. Option grants for
each of the named executive officers are identified in the Option Grants Table
on page 16.
The Performance Plan (the "Plan") has been established to provide long-term
cash incentives to the Company's officers as a portion of their long-term
compensation. The Plan is designed to provide the opportunity to achieve
competitive long-term incentives for the attainment of long-term performance
targets. Since its inception in 1999, and for each subsequent year thereafter,
the Plan measures the Company's three-year cumulative total shareholder return
performance against that of a comparator group, the S&P Small-Cap Basic
Materials Index.
For 2001, the performance target is again the Company's total shareholder
return compared to the total shareholder return of companies in the S&P
Small-Cap Basic Materials Index. This index is utilized for comparison because
the Company is included in this index. The Company represents an important
percentage of this index's total market capitalization and the number of
companies in this index makes percentile comparisons meaningful. As previously
noted in the Stockholder Cumulative Total Return Performance Graph, the S&P
Small-Cap Basic Materials Index was discontinued by Standard & Poors as of
December 31, 2001. However, for continuity and consistency of comparison, the
Committee has elected to continue to measure the performance of the companies
that constituted the S&P Small-Cap Basic Materials Index as of December 31, 2001
for the 2000 and 2001 Performance Plans. The Committee reviews the performance
measures under this Plan and may establish new measures as necessary or
appropriate.
The Plan provides for contingent long-term cash incentive awards to be
earned based on the achievement of predetermined targets for relative stock
price performance over a three-year period. Up to 50% of the cash incentive
award can be earned in year one (based on the Company performance over the first
year and one day of the period). Up to 100% of the cash incentive award can be
earned in year two (based on the cumulative Company performance over the first
two years of the period). Up to 200% of the cash incentive award can be earned
in year three (based on the cumulative Company performance over the entire
three-year period). Cash earned and vested for either year one or two cannot
exceed the cash incentive that can potentially be earned at the 100% target
level for the entire three-year period. Cash amounts vest as they are earned but
are not
12
payable until after the end of year three. The contingent cash award targets
that were awarded to each of the named executive officers in January 2001 are
identified in the Long-Term Incentive Plans Table on page 18.
In January 2002 cash payments were made based on the results attained in
the 1999 Performance Plan for the Company's cumulative three-year performance.
The Company performed at the 69.2 percentile when compared to the S&P Small-Cap
Basic Materials Index. The amount of the cash award target that was earned by
each of the named executive officers is identified in the Long-Term Incentive
Payouts column of the Summary Compensation Table on page 15.
EXECUTIVE STOCK OWNERSHIP TARGETS
The Committee has established stock ownership targets for the officers. The
ownership targets for the officers are based on multiples of each individual's
base salary. For purposes of these targets, "Ownership" is defined as Company
common stock owned, whether directly or indirectly, restricted stock shares and
the stock equivalents of deferred phantom stock unit accounts referred to in
footnote 2 to the Security Ownership Table on page 8. "Ownership" excludes
unexercised stock options. Officers are expected to attain their ownership
targets within three to five years from the time the established targets became
applicable. The ownership target for the Chief Executive Officer is five times
base salary. At the end of 2001, Mr. Scott owned stock equivalent in value to
approximately 6 times his base salary.
COMPENSATION FOR 2001
In fulfilling its responsibility to oversee the performance of the Chief
Executive Officer and other officers, the Board has adopted the following
practices:
- At the beginning of each year, the Board, meeting in executive
session, reviews the performance of the Company and the performance of the
officers.
- In the absence of the Chief Executive Officer, the outside directors
review his performance. This includes a review of: leadership in the
development and implementation of strategies; leadership pertaining to
business execution; the development of a succession plan; and his ability
to maintain an organization which represents the highest ethical standards
and corporate governance practices.
Actions concerning executive compensation at the beginning of 2001 were
based upon the Company's performance in 2000, the individual's performance and
the individual's time in position. Concerning the Chief Executive Officer's
compensation, the Committee considered the Company's financial performance, a
restructuring program initiated to reduce costs and the completion of several
accretive acquisitions. The Committee also considered that the Company
maintained a strong debt to capitalization ratio after investments for
acquisitions and capital expenditures.
Based on the results stated above, the Committee awarded Mr. Schlatter, the
Company's then Chief Executive Officer, a special bonus payment of $210,000. In
conjunction with Mr. Schlatter's retirement from the Company effective February
1, 2001, the Committee also approved: the accelerated vesting, to January 31,
2001, of 22,500 non-qualified stock options granted on January 17, 2000 under
the 1998 Stock Incentive Plan; cash awards under the 1999 and 2000 cycles of the
Performance Plan in the amounts of $447,760 and $244,440 to be paid when due in
2002 and 2003, respectively, in accordance with the provisions of the Plan; and
certain other miscellaneous emoluments totaling approximately $25,000.
Based on the Company's results in 2000, and the Committee's consideration
of Mr. Scott's promotion to the Chief Executive Officer's position, the
Committee awarded Mr. Scott, a special bonus payment of $185,000 and approved an
annualized increase of 14.5% effective February 1, 2001 for Mr. Scott, adjusting
his annual base salary to $550,000.
The Committee awarded Mr. Scott 9,000 shares of restricted stock and 45,000
non-qualified stock options in January 2001 upon his election to the Chief
Executive Officer position and granted him an additional 60,000 non-qualified
stock options in October 2001. The amounts of the award and grants were
established according to market data and the Company's long-term incentive
program described above.
13
In January 2002, the Committee awarded Mr. Scott a bonus of $500,000 based
on the effectiveness of his leadership in his new position as Chief Executive
Officer and in recognition for the results of 2001 that were achieved despite a
highly competitive environment in the U.S. market and significant economic
pressures in the Company's South American and Asian markets. Annual incentive
awards paid to the other named executive officers were based on the corporate,
business unit and individual performance. These amounts are shown in the Bonus
column of the Summary Compensation Table on page 15.
In January 2002, the Committee awarded Mr. Scott $519,200 which was earned
under the 1999 Performance Plan and paid in accordance with the provisions of
the Plan as referenced above.
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
The Committee intends to comply with the requirements of Section 162(m) of
the Internal Revenue Code of 1986, as amended (the "Code"), with respect to
options, annual incentives and long-term incentive plans in order to avoid
losing the tax deduction for compensation in excess of $1,000,000 paid to one or
more of the executive officers named on the Summary Compensation Table. The
Committee believes that the Company will not lose any tax deductions due to this
rule in 2002.
COMPENSATION AND NOMINATING COMMITTEE
W. S. NORMAN, CHAIRMAN
R. J. ALMEIDA
R. M. GROSS
K. L. HENDRICKS
14
EXECUTIVE COMPENSATION
The following table summarizes the compensation awarded or paid to the
former chief executive officer, the chief executive officer and each of the four
other most highly compensated executive officers of the Company (collectively,
the "named executive officers") during each of the last three fiscal years. The
Company began operating as an independent, publicly held company on January 1,
1998, as a result of its spin-off from Bestfoods (formerly "CPC International
Inc.") effective on that date. For the Long-Term Incentive Payouts in each of
1999 and 2000, the compensation reported in the corresponding footnote to this
table was paid by Bestfoods (or its subsidiaries) for services rendered to
Bestfoods and its subsidiaries prior to the spin-off. The Company paid all other
compensation.
--------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------- -----------------------------------
AWARDS PAYOUTS
----------------------- ---------
OTHER RESTRICTED LONG-TERM
ANNUAL STOCK SECURITIES INCENTIVE ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARDS UNDERLYING PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($)(1) OPTIONS # ($)(2) ($)(3)
------------------ ---- ------- ------- ------------ ---------- ---------- --------- ------------
K. Schlatter.................... 2001 98,824 0 12,000(4) -- 2,000 447,760 65,933
Former Chairman and Chief 2000 642,450 210,000 -- 45,000 70,700
Executive Officer (retired
1/31/01) 1999 550,000 500,000 -- 45,000 74,482
S. C. Scott III................. 2001 544,166 500,000 250,020 105,000 519,200 42,766
Chairman, President and Chief 2000 456,666 185,000 -- 30,000 42,621
Executive Officer (effective
2/1/01) 1999 398,333 255,000 -- 23,000 45,205
J. L. Fiamenghi................. 2001 266,000 226,000 -- 18,000 96,800 --
Vice President and President 2000 251,000 135,000 45,225 18,000 --
South America Division 1999 197,868 139,000 193,375 7,000 --
J. W. Ripley.................... 2001 284,833 193,000 -- 18,000 255,200 32,632
Vice President and Chief 2000 276,500 75,000 27,638 22,000 33,124
Financial Officer 1999 262,500 154,000 -- 11,000 34,507
M. E. Doane..................... 2001 260,166 173,000 -- 10,000 174,240 23,722
Vice President, Secretary 2000 250,083 90,000 19,900 16,000 22,569
and General Counsel 1999 237,917 175,000 -- 8,000 24,161
R. M. Vandervoort............... 2001 223,750 126,000 -- 8,000 103,840 50,963
Vice President Strategic
Business 2000 215,250 45,000 12,438 10,000 49,990
Development, Investor Relations, 1999 207,499 100,000 -- 5,000 54,226
and Government and Regulatory
Affairs
---------------
(1) The amounts shown represent the value of each of the Restricted Stock Awards
on the dates they were made. As of December 31, 2001, the total number and
value of the shown Restricted Stock Awards for each of the respective named
executive officers were as follows: S.C. Scott, 9,000 shares worth $317,250;
J.L. Fiamenghi, 8,300 shares worth $292,575; J.W. Ripley, 1,100 shares worth
$38,775; M.E. Doane, 800 shares worth $28,200; and R.M. Vandervoort, 500
shares worth $17,625. In the case of Mr. Fiamenghi's 1999 Restricted Stock
Award of 6,500 shares, restrictions lapse on one-third of the shares awarded
on each of the second, fourth and fifth anniversaries of the date of the
award. In the cases of all other shown Restricted Stock Awards, restrictions
lapse on all of the shares awarded on the fifth anniversary of the dates of
the awards. Dividends are paid on the shares of such Restricted Stock at the
rate paid to all stockholders.
15
(2) For the long-term incentive cycles ending in each of 1999 and 2000,
respectively, Long-Term Incentive Payouts were paid by Bestfoods (or its
subsidiaries) for services rendered to Bestfoods and its subsidiaries prior
to the spin-off as follows: K. Schlatter, $660,620 and $660,620; S.C. Scott,
$587,378 and $587,378; J.W. Ripley, $140,026 and $140,026; and R.M.
Vandervoort, $112,033 and $112,033.
(3) Includes the following for 2001:
a. Matching contributions to defined contribution plans as follows: K.
Schlatter, $10,200; S.C. Scott, $10,200; J.W. Ripley, $10,200; M.E.
Doane, $9,779; and R.M. Vandervoort, $9,712.
b. Value of premiums paid by the Company under the Executive Life
Insurance Plan as follows: K. Schlatter, $55,733; S.C. Scott,
$29,771; J.W. Ripley, $21,208; M.E. Doane, $10,966; and R.M.
Vandervoort, $38,298.
c. For S.C. Scott, $2,795; J.W. Ripley, $1,224; M.E. Doane, $2,977; and
R.M. Vandervoort, $2,953 of above-market interest at the rate
credited to all participants in a deferred compensation plan,
pursuant to which all or a portion of annual bonus may be deferred
and credited to an interest bearing account and paid over a
fifteen-year period following retirement.
(4) Represents the $12,000 residual value of the Company car that was
transferred to Mr. Schlatter upon his retirement.
STOCK OPTION GRANTS
The following table contains information relating to the Company's stock
options granted to the named executive officers in 2001. All option grants were
made at the fair market value of the Company's common stock on the date of the
grants. No stock appreciation rights were awarded either singly or in tandem
with the granted options.
--------------------------------------------------------------------------------
OPTION GRANTS IN 2001
--------------------------------------------------------------------------------
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(1)
---------------------------------------------------------------------------- -----------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES IN PRICE EXPIRATION 0% 5% 10%
NAME GRANTED(#) 2001 ($/SHARE) DATE ($) ($) ($)
---- ---------- ------------- --------- ---------- --- ---------- ----------
K. Schlatter........... 2,000 (2) 28.33 9/30/11 0 35,633 90,301
S. C. Scott III........ 45,000 8.58 27.78 1/16/11 0 786,181 1,992,337
60,000 11.44 29.04 10/24/11 0 1,095,786 2,776,937
J. L. Fiamenghi........ 18,000 3.43 29.04 10/24/11 0 328,736 833,081
J. W. Ripley........... 18,000 3.43 29.04 10/24/11 0 328,736 833,081
M. E. Doane............ 10,000 1.91 29.04 10/24/11 0 182,631 462,823
R. M. Vandervoort...... 8,000 1.53 29.04 10/24/11 0 146,105 370,258
---------------
(1) The amounts shown under these columns are calculated at 0% and at the 5% and
10% rates set by the SEC and are not intended to forecast future
appreciation of the Company's common stock price.
(2) This grant to Mr. Schlatter was made as part of his compensation as an
outside (non-employee) director of the Company which is more fully described
in the Director Compensation and Tenure section on page 6.
16
STOCK OPTION EXERCISES
The following table contains information concerning the exercise of the
Company's stock options by each of the named executive officers in 2001 and the
value of unexercised stock options held by each of them at the end of 2001.
--------------------------------------------------------------------------------
AGGREGATED OPTION EXERCISES IN 2001
AND OPTION VALUES AT DECEMBER 31, 2001
--------------------------------------------------------------------------------
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
DECEMBER 31, 2001(#) DECEMBER 31, 2001($)(2)
--------------------- -----------------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($)(1) UNEXERCISABLE UNEXERCISABLE
---- --------------- -------------- --------------------- -----------------------
K. Schlatter.............. 13,027 84,979 332,380/ 2,000 2,350,051/ 13,840
S. C. Scott III .......... -- -- 219,820/120,000 1,583,519/826,350
J. L. Fiamenghi........... -- -- 51,000/ 27,000 253,020/203,310
J. W. Ripley.............. -- -- 92,942/ 29,000 589,125/223,650
M. E. Doane............... -- -- 59,000/ 18,000 274,740/143,460
R. M. Vandervoort......... -- -- 69,353/ 13,000 408,484/100,530
---------------
(1) Amounts shown are based on the difference between the market value of the
Company's common stock on the date of exercise and the exercise price.
(2) Amounts shown are based on the difference between the closing price of the
Company's common stock on December 31, 2001 ($35.25) and the exercise price.
LONG-TERM INCENTIVES
The Company's long-term incentive program for its officers and selected
senior executives consists of non-qualified stock options, shares of restricted
stock and cash. The combined value of the awards for each program participant is
targeted at the 50th percentile long-term compensation of the Survey Group
referenced in the Compensation and Nominating Committee Report on Executive
Compensation. Non-qualified stock options are granted and restricted stock
shares are awarded under the Company's 1998 Stock Incentive Plan while the cash
portion is awarded under the Company's Performance Plan. Option grants for each
of the named executive officers are identified in the Option Grants Table
appearing on page 16. A detailed explanation of the cash award portion of the
long-term incentive program is contained in the Long-Term Incentives section of
the Compensation and Nominating Committee Report on Executive Compensation that
appears beginning on page 11. The following table contains information relating
to the Company's long-term incentive plan cash awards made to the named
executive officers in 2001.
17
--------------------------------------------------------------------------------
LONG-TERM INCENTIVE PLANS -- AWARDS IN 2001
--------------------------------------------------------------------------------
ESTIMATED FUTURE PAYOUTS
NUMBER OF PERFORMANCE OR UNDER NON-STOCK PRICE-BASED PLANS
SHARES, UNITS OTHER PERIOD UNTIL -------------------------------------
OR OTHER MATURATION OR THRESHOLD TARGET MAXIMUM
NAME RIGHTS(#)(1) PAYOUT ($) ($) ($)
---- ------------- ------------------ --------- ------- ---------
K. Schlatter................ -- -- -- -- --
S. C. Scott III............. -- 1/1/01 - 12/31/03 285,867 640,000 1,280,000
J. L. Fiamenghi............. -- 1/1/01 - 12/31/03 69,233 155,000 310,000
J. W. Ripley................ -- 1/1/01 - 12/31/03 82,633 185,000 370,000
M. E. Doane................. -- 1/1/01 - 12/31/03 67,000 150,000 300,000
R. M. Vandervoort........... -- 1/1/01 - 12/31/03 40,200 90,000 180,000
---------------
(1) All awards made under the Company's Performance Plan are cash only and,
therefore, the reference to number of shares, units or other rights is not
applicable.
PENSION PLANS
The Company has a "cash balance" defined benefit pension plan which is a
tax-qualified plan within the meaning of Section 401(a) of the Code and which is
applicable to its U.S. salaried employees, including the named executive
officers. Accounts of participants in the plan accrue monthly interest credits
using a rate equal to a specified amount above the interest rate on short-term
Treasury notes. The value of a participant's account at retirement is paid out
either as a life or a joint and survivor annuity or in an optional form, such as
a lump sum. The Company also has a non-qualified supplemental retirement plan,
which provides benefits in addition to those payable under the qualified plan.
As of January 1, 2002, the actual pension benefit for K. Schlatter and the
estimated annual combined benefits at age 65 for each of the other named
executive officers under the qualified and supplemental plans in the U.S. are as
follows: K. Schlatter, $334,731; S. C. Scott, $310,533; J. W. Ripley, $185,794;
M. E. Doane, $58,388; and R. M. Vandervoort, $133,817. The Company's Brazilian
subsidiary, Corn Products Brasil -- Ingredientes Industriais Ltda., also
maintains a defined benefit pension plan in which J. L. Fiamenghi participates.
Accounts of participants in the plan accrue monthly interest credits according
to the actual investment return gained. The value of a participant's account at
retirement is paid out either as a joint and survivor annuity or as a partial
lump sum option. There is also a death and disability benefit that is provided
based on a formula that takes into account the amount of time between the
triggering event and the participant's normal retirement date. As of January 1,
2002, estimated annual benefits at age 60 for J. L. Fiamenghi are $126,932.
DEFERRED STOCK UNIT PLAN
The Company's Deferred Stock Unit Plans allow both the outside directors
and certain senior management employees to defer, in the form of the Company's
phantom stock units, all or part of their respective Board retainers or their
annual bonuses received for services rendered to Bestfoods and its subsidiaries
prior to the spin-off. The Company's phantom stock units credited to the
accounts of the outside directors and named executive officers as of January 1,
2002 are indicated in the middle column of the Security Ownership Table
appearing on page 8.
SPECIAL AGREEMENTS
The Company has a severance agreement with each of the named executive
officers that may require making certain payments and providing certain benefits
if the officer's employment is terminated within two years after a change in
control of the Company. The agreements provide for the payment of salary and
vacation pay accrued through the termination date plus any applicable bonus
prorated for the current year. In addition, the terminated officer would receive
a lump sum payment equal to three times his or her applicable salary and annual
bonus. The agreements also provide for certain continued insurance and other
benefits and allowances and accelerated vesting of the terminated officer's then
unvested restricted stock awards and stock
18
option grants. Any resulting excise tax paid by the terminated officer would
also be reimbursed by the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 2001, I. Aranguren-Castiello was Chairman of Arancia Corn Products,
S.A. de C.V. He also served as its General Director until January 31, 2001 when
he resigned from that position. Since 1998, the Company has acquired a 100%
interest in Arancia Corn Products from companies controlled by Mr.
Aranguren-Castiello and his family through a series of stock purchases which
were previously approved by the stockholders of the Company. In connection with
these purchases of interests in Arancia Corn Products, a company controlled by
Mr. Aranguren-Castiello and his family received an earnout payment of $3 million
for 2001 and is entitled to receive one more earnout payment for 2002. This
additional earnout payment will not exceed $5 million and will not be less than
$3 million. In addition, the Company has agreed to nominate Mr.
Aranguren-Castiello, or a qualified nominee designated by his family, to the
Board as long as his family continues to hold at least 70.0% of their original
holdings of Company common stock received in the initial acquisition and such
holdings represent at least 2.5% of the total outstanding shares of the
Company's common stock. In connection with his service as Chairman of Arancia
Corn Products, Mr. Aranguren-Castiello was paid an annual salary of $178,285
plus bonuses, based on company and individual performance, as well as pension
and other retirement payments of approximately $1.7 million. He also received
certain other benefits that are usual and customary in Mexico, including
holiday/vacation pay and incidental expenses. The incidental expenses totaled
approximately $85,000.
During 2001, Arancia Corn Products continued to have numerous transactions
with the following companies in Mexico that are or were owned or controlled
indirectly by Mr. Aranguren-Castiello and his family under various contractual
relationships that predate the Company's acquisition of the Mexican business.
Arancia Corn Products sold products and provided steam and other minor services
at commercial market rates to Enmex, S.A. de C.V. amounting to $.8 million.
These sales and contractual relationships are planned to continue in 2002 in
approximately the same dollar amounts. During 2001, Arancia Corn Products
purchased freight and similar services at commercial market rates from
Transportes Minerva, S.A. de C.V. in the amount of $10.7 million. It also
purchased certain goods from Aranal Comercial, S.A. de C.V. in the amount of $86
thousand. It leased reception and additional office facilities and purchased
other services at commercial market rates from Reprocesadora Industrial, S.A. de
C.V. and Promociones Inmofisa, S.A. de C.V. in the combined amount of $.6
million. Other than for Aranal Comercial which has since been sold by Mr.
Aranguren-Castiello and his family, all of these purchases and contractual
relationships are planned to continue in 2002 in approximately the same dollar
amounts.
19
MATTERS TO BE ACTED UPON
PROPOSAL 1. ELECTION OF DIRECTORS
The terms of the present four Class II directors are expiring at the Annual
Meeting. Two of those directors are retiring as of the Annual Meeting and the
size of the Board is being contemporaneously reduced from thirteen to eleven
members. Two other directors, Messrs. R. J. Almeida and J. M. Ringler, have been
reclassified by the Board as Class II directors effective as of the Annual
Meeting in accordance with the Company's Amended and Restated Certificate of
Incorporation. Mr. Almeida's current term expires at the 2004 annual meeting of
stockholders and Mr. Ringler's current term expires at the 2003 annual meeting
of stockholders. Therefore, there are four directors who have been nominated by
the Board for varying extensions of their current terms to hold office as Class
II directors for terms expiring at the 2005 annual meeting of stockholders.
All of the nominees for election have consented to being named in this
proxy statement and to serve if elected. If, for any reason, any of the nominees
should not be a candidate for election at the Annual Meeting, the proxies will
be voted for substitute nominees designated by the Board unless it has reduced
its membership prior to the Annual Meeting. The Board does not anticipate that
any of the nominees will be unavailable to serve if elected. The nominees and
the directors continuing in office will normally hold office until the annual
meeting of stockholders in the year indicated on this and the following pages.
--------------------------------------------------------------------------------
CLASS II NOMINEES FOR TERMS OF EITHER THREE, TWO OR ONE YEARS EXPIRING IN 2005
--------------------------------------------------------------------------------
RICHARD J. ALMEIDA
Age -- 59
Director since July, 2001
Member of the Compensation and Nominating Committee
FORMER CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF HELLER FINANCIAL, INC.
Mr. Almeida retired in 2001 as Chairman and Chief Executive Officer of Heller
Financial, Inc. (since 1995), a financial institution and commercial lending
organization that was acquired by General Electric Credit Corporation. Prior
thereto, he served as its Executive Vice President and Chief Financial Officer
from 1987 until 1995. Mr. Almeida is also a director of Fuji Bank and Trust.
--------------------------------------------------------------------------------
ALFRED C. DECRANE, JR.
Age -- 70
Director since 1997
Chairman of the Corporate Responsibility Committee and member of the Audit
Committee
FORMER CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF TEXACO INC.
Mr. DeCrane retired in 1996 as Chairman and Chief Executive Officer of Texaco
Inc., a manufacturer of gasoline and other petroleum-based products. He was
elected President of Texaco in 1983, Chairman of the Board in 1987 and Chief
Executive Officer in 1993. He is also a director of CIGNA Corporation, Harris
Corporation and U.S. Global Leaders Growth Fund, Ltd., and Co-Chairman of the
United States -- Saudi Arabian Business Council. Mr. DeCrane is also a member of
the Morgan Stanley International Advisory Board and the Board of Trustees of the
University of Notre Dame.
--------------------------------------------------------------------------------
20
GUENTHER E. GREINER
Age -- 63
Director since 1998
Chairman of the Audit Committee and member of the Corporate Responsibility
Committee
PRESIDENT OF INTERNATIONAL CORPORATE CONSULTANCY LLC
Mr. Greiner formed International Corporate Consultancy LLC, a global
finance-consulting firm, upon his retirement from Citicorp/Citibank, N.A. in
April 1998. He joined Citibank Germany in 1965 and was appointed a vice
president in 1974. After successive assignments in Europe, North America, Africa
and the Middle East, he became an executive vice president of the World
Corporate Group in 1989 and senior group executive and executive vice president
of Citibank's Global Relationship Bank in 1995. He is also a director of
Ermenegildo Zegna and Electric Lightwave. In addition, he is a director of the
New York Philharmonic, German American Chamber of Commerce (New York) and
AICG -- The John Hopkins University.
--------------------------------------------------------------------------------
JAMES M. RINGLER
Age -- 56
Director since July, 2001
Member of the Audit Committee
VICE CHAIRMAN OF ILLINOIS TOOL WORKS INC.
Mr. Ringler is Vice Chairman of Illinois Tool Works Inc. (since 1990), a
multinational manufacturer of highly engineered products and specialty systems.
From October, 1997 to December, 1999, he was Chairman of the Board, President
and Chief Executive Officer of Premark International, Inc., a multinational
manufacturer and marketer of food equipment, decorative products and consumer
products. From 1996 to September, 1997, he served as President and Chief
Executive Officer of Premark International, Inc. and as President and Chief
Operating Officer from 1992 until 1996. Mr. Ringler is also a director of The
Dow Chemical Company, FMC Technologies Inc. and Autoliv Inc.
--------------------------------------------------------------------------------
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE NOMINEES FOR CLASS II DIRECTORS.
--------------------------------------------------------------------------------
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL 2003
--------------------------------------------------------------------------------
IGNACIO ARANGUREN-CASTIELLO
Age -- 71
Director since 1997
Member of the Finance Committee
CHAIRMAN OF ARANCIA CORN PRODUCTS, S.A. DE C.V.
Mr. Aranguren-Castiello is Chairman of Arancia Corn Products, S.A. de C.V., a
corporation formed in 1994 by the combination of the Mexican operations of the
Corn Refining Business of Bestfoods with Arancia Industrial, S.A. de C.V., a
Mexican company controlled by Mr. Aranguren-Castiello and his family. He also
served as that company's General Director until his resignation from that
position in January 2001. In a transaction that was consummated on December 2,
1998, Corn Products International, Inc. acquired control of Arancia Corn
Products, S.A. de C.V. and entered into certain agreements providing for the
acquisition of the remaining interest in the joint venture in a series of
transactions to occur over the next several years. Prior to its acquisition, Mr.
Aranguren-Castiello had served as Chairman and Chief Executive Officer of
Arancia Industrial, S.A. de C.V. and its subsidiaries since the late 1970's. He
is also a director of Grupo Canada, S.A. de C.V. and Club de Industriales de
Jalisco, A.C.
--------------------------------------------------------------------------------
21
RONALD M. GROSS
Age -- 68
Director since 1998
Member of the Compensation and Nominating Committee
CHAIRMAN EMERITUS, FORMER CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF RAYONIER, INC.
Mr. Gross is Chairman Emeritus, former Chairman and Chief Executive Officer of
Rayonier, Inc., a global supplier of specialty pulps, timber and wood products.
He had been Chairman and Chief Executive Officer from 1994, when Rayonier was
spun off from ITT Corporation, until December 31, 1998. Previously, he served as
President, Chief Operating Officer and a director of ITT Rayonier Inc. from 1978
to 1981, and, in addition, became Chief Executive Officer in 1981 and Chairman
from 1984 until 1994. He is also a director of Rayonier, Inc. and the Pittston
Company.
--------------------------------------------------------------------------------
WILLIAM S. NORMAN
Age -- 63
Director since 1997
Chairman of the Compensation and Nominating Committee and member of the
Corporate Responsibility Committee
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE TRAVEL INDUSTRY ASSOCIATION OF
AMERICA
Mr. Norman has been President and Chief Executive Officer of the Travel Industry
Association of America since 1994. Previously, he served as Executive Vice
President of the National Railroad Passenger Corporation (AMTRAK) from 1987 to
1994. He is also a director of Travel Industry Association of America, The An-
Bryce Foundation, U.S. Navy Memorial Foundation, International Consortium for
Research on the Health Effects of Radiation and the Logistics Management
Institute. He is also a member of the Board of Trustees of West Virginia
Wesleyan College, the Board of Overseers of the Hospitality Hall of Honor and
Archives and the National Park Service Advisory Board (U.S. Department of the
Interior).
--------------------------------------------------------------------------------
CLIFFORD B. STORMS
Age -- 69
Director since 1997
Member of the Audit Committee
PRIVATE ATTORNEY
Mr. Storms was Senior Vice President (since 1988) and General Counsel (since
1975) of Bestfoods, a global producer of consumer food products, until his
retirement in 1997. He is a director of Atlantic Legal Foundation, Inc., a
member of the Executive Committee of the Yale Law School Association, a past
President of the Association of General Counsel, and a member of the Panel of
Arbitrators of the American Arbitration Association Large Complex Case Program,
the Alternate Dispute Resolution Panel of the Center for Public Resources, the
Association of the Bar of the City of New York and the American Bar Association.
--------------------------------------------------------------------------------
22
--------------------------------------------------------------------------------
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL 2004
--------------------------------------------------------------------------------
KAREN L. HENDRICKS
Age -- 54
Director since 2000
Member of the Compensation and Nominating Committee
FORMER CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER OF BALDWIN PIANO & ORGAN
COMPANY
Ms. Hendricks retired in April 2001 as Chairman, President and Chief Executive
Officer of Baldwin Piano & Organ Company, a maker of fine musical instruments
that filed a voluntary petition under the federal bankruptcy laws in May 2001.
Prior to joining Baldwin in 1994, she served as Executive Vice President and
General Manager, Skin Care Division at the Dial Corporation. From 1971 to 1992,
she was employed in various capacities at The Procter & Gamble Company,
including as General Manager in its hair care business from 1986 to 1992. Ms.
Hendricks is currently a trustee of The Ohio State University and serves as a
director of Grupo Elektra, S.A. de C.V. Previously, she also served as a
director of ACNielsen Corporation and the Columbia Energy Group.
--------------------------------------------------------------------------------
BERNARD H. KASTORY
Age -- 56
Director since 1997
Chairman of the Finance Committee and member of the Corporate Responsibility
Committee
PROFESSOR IN THE DEPARTMENT OF MANAGEMENT AND BUSINESS AT SKIDMORE COLLEGE
Mr. Kastory was appointed to his present position in 2001 following his
retirement from Bestfoods, a global producer of consumer food products that was
acquired by Unilever in 2000. Previously, he served as Senior Vice
President -- Asia, Latin America and Baking Operations of Bestfoods, and prior
thereto he served as Senior Vice President -- Finance and Administration from
1997 until 1999, as Chairman and Chief Executive Officer of Bestfoods' Baking
Business from 1995 until 1997 and as President of its Corn Refining Business and
Vice President of Bestfoods since 1992.
--------------------------------------------------------------------------------
SAMUEL C. SCOTT III
Age -- 57
Director since 1997
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY
Before becoming Chairman and Chief Executive Officer of the Company in 2001, Mr.
Scott served as President and Chief Operating Officer of the Company since 1997.
Prior thereto, he was President of Bestfoods' worldwide Corn Refining Business
from 1995 to 1997 and President of its North American Corn Refining Business
from 1989 to 1997. He was elected a Vice President of CPC International Inc. in
1991. He is also a director of Motorola, Inc. and Russell Reynolds Associates.
--------------------------------------------------------------------------------
23
PROPOSAL 2. RATIFICATION OF APPOINTMENT OF AUDITORS
The Board, in accordance with the recommendation of its Audit Committee,
has appointed KPMG LLP ("KPMG") as independent auditors of the Company's
operations in 2002, subject to ratification by the stockholders. The Company has
engaged KPMG as its independent auditors since the spin-off of the Company from
Bestfoods. Representatives of KPMG are expected to attend the Annual Meeting and
will be available to respond to appropriate questions and to make a statement if
they so desire. KPMG also performs certain non-audit services for the Company.
--------------------------------------------------------------------------------
THE BOARD RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL.
--------------------------------------------------------------------------------
2001 AUDIT FIRM FEE SUMMARY
During 2001, the Company retained its principal auditors, KPMG LLP, to
provide services in the following categories and amounts:
Audit Fees of Annual Consolidated Financial Statements...... $874,420
Financial Information Systems Design and Implementation
Fees...................................................... $ 0
All Other Fees including Tax Service and Other Audit
Services.................................................. $266,870
The Audit Committee has considered the compatibility of the non-audit
services provided by the Company's principal auditors with auditor independence.
--------------------------------------------------------------------------------
OTHER MATTERS
We do not know of any other matters or items of business to be presented or
acted upon at the Annual Meeting. If other proposals are properly presented,
each of the persons named in the proxy card is authorized to vote on them using
his or her best judgment.
STOCKHOLDER PROPOSALS FOR 2003 ANNUAL MEETING
Proposals of stockholders that are intended to be presented at the 2003
annual meeting and notice of a stockholder's desire to be included in the
Company's proxy statement for that meeting, which is expected to be held on or
about Wednesday, May 14, 2003, must comply with certain rules and regulations
promulgated by the SEC. The deadline for submitting any such proposal (which is
otherwise in compliance with those rules and regulations) to the Company for
inclusion in the proxy statement for the 2003 annual meeting of stockholders is
November 29, 2002.
Under the Company's By-laws, a stockholder may present at the 2003 annual
meeting of stockholders any other business, including the nomination of
candidates for director, only if the stockholder has notified the Company's
Corporate Secretary, in writing, of the business or candidates not earlier than
120 days, expected to be about November 29, 2002, and not later than 90 days,
expected to be about December 29, 2002, before the anniversary of the date the
proxy statement for the previous year's annual meeting of stockholders was
released. There are other procedural requirements in the Company's By-laws
pertaining to stockholder nominations and proposals. Any stockholder of the
Company may receive a current copy of the Company's By-laws, without charge, by
writing to the Corporate Secretary.
24
ADDITIONAL INFORMATION
The Company files annual, quarterly and special reports, proxy statements
and other information with the SEC as required. SEC filings are generally
available to the public from commercial document retrieval services, on the
Company's web site at www.cornproducts.com and on the Internet web site
maintained by the SEC at www.sec.gov. You may also read and copy any reports,
statements or other information that are filed at the SEC's public reference
rooms in Washington, DC, New York, New York and Chicago, Illinois. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
The Company also files certain reports and other information with the NYSE, on
which the Company's common stock is traded. Copies of such material can be
inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
The SEC allows the Company to "incorporate by reference" information into
this proxy statement, which means that the Company can disclose important
information to you by referring you to another document filed separately with
the SEC. The information incorporated by reference is deemed to be part of this
proxy statement, and information that is filed later by the Company with the SEC
will automatically update and supersede this information. The Company
incorporates by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act.
THE COMPANY FILINGS (FILE NO.1-13397) PERIOD
------------------------------------- ------
Annual Report on Form 10-K...................... Fiscal Year Ended December 31, 2001.
You may request a separate copy of these filings, at no cost, by writing or
telephoning the Corporate Secretary of the Company at the following address or
number:
Corn Products International, Inc.
Attention: Corporate Secretary
6500 South Archer Avenue
Bedford Park, Illinois, 60501-1933
Telephone: 708-563-2400.
PLEASE COMPLETE THE ACCOMPANYING PROXY CARD OR VOTING INSTRUCTION FORM AND
MAIL IT IN THE ENCLOSED, POSTAGE-PAID ENVELOPE AS SOON AS POSSIBLE OR CAST YOUR
VOTE EITHER BY TELEPHONE OR ELECTRONICALLY THROUGH THE INTERNET.
By order of the Board of Directors,
/s/ MARCIA E. DOANE
Marcia E. Doane
Vice President, General Counsel
and Corporate Secretary
March 29, 2002
25
ADMISSION TICKET
[CORNPRODUCTS INTERNATIONAL LOGO]
2002 Annual Meeting of Stockholders
Wednesday, May 15, 2002
9:00 a.m. at the
HYATT REGENCY O'HARE
9300 West Bryn Mawr Avenue, Rosemont, Illinois 60018
Please retain this portion of the Proxy Card if you wish to
attend the Annual Meeting of Stockholders in person. You must present
this portion of the Proxy Card at the door for admission for yourself and one guest.
Seating will be on a first-come, first served basis and you may be asked to present valid
picture identification before being admitted. Cameras, recording equipment and other
electronic devices will not be permitted at the meeting.
ADMISSION TICKET
v FOLD AND DETACH HERE v v FOLD AND DETACH HERE v
----------------------------------------------------------------------------------------------
[CORNPRODUCTS INTERNATIONAL LOGO]
ANNUAL MEETING OF STOCKHOLDERS--TO BE HELD WEDNESDAY, MAY 15, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I, a stockholder of Corn Products International, Inc., acknowledge receipt of the Proxy Statement dated March 29, 2002, and
appoint SAMUEL C. SCOTT III and/or MARCIA E. DOANE proxies and attorneys-in-fact, with full power of substitution, on my behalf and
in my name, to represent me at the Annual Meeting of Stockholders to be held Wednesday, May 15, 2002 at 9:00 a.m., Central Daylight
Saving Time, at the HYATT REGENCY O'HARE, 9300 WEST BRYN MAWR AVENUE, ROSEMONT, ILLINOIS 60018, and at any adjournment(s) of the
meeting, and to vote all shares of Common Stock which I would be entitled to vote if I were personally present, on all matters
listed on the reverse side.
IF YOU WISH TO VOTE BY TELEPHONE, INTERNET OR MAIL, PLEASE READ THE INSTRUCTIONS ON THE REVERSE SIDE.
Corn Products International, Inc. encourages you to take advantage of new and convenient ways to vote your shares for matters to be
covered at the 2002 Annual Meeting of Stockholders. Please take the opportunity to use one of the three voting methods outlined on
the reverse side to cast your ballot.
COMMENTS: _________________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________________________
(If you noted any comments above, please check the corresponding box on the reverse side.)
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE.
(Continued, and to be signed and dated, on the reverse side.)
[CORN PRODUCTS INTERNATIONAL LOGO] VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until
CORN PRODUCTS INTERNATIONAL, INC. 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have
6500 SOUTH ARCHER AVENUE your proxy card in hand when you call. You will be prompted to enter your
BEDFORD PARK, ILLINOIS 60501-1933 12-digit Control Number which is located below and then follow the simple
instructions the Vote Voice provides you.
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic
delivery of information up until 11:59 P.M. Eastern Time the day before the
cut-off date or meeting date. Have your proxy card in hand when you access the
web site. You will be prompted the enter your 12-digit Control Number which is
located below to obtain your records and to create an electronic voting
instruction form.
VOTE BY MAIL.
Mark, sign, and date your proxy card and return it in the postage-paid envelope
we have provided or return it to Corn Products International, Inc., c/o ADP, 51
Mercedes Way, Edgewood, NY 11717.
If you vote by phone or vote using the Internet, please do not mail your proxy.
THANK YOU FOR VOTING
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: CORNPR KEEP THIS PORTION FOR YOUR RECORDS
------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
CORN PRODUCTS INTERNATIONAL, INC.
THE DIRECTORS RECOMMEND A VOTE "FOR" ITEMS 1 AND 2
VOTE ON DIRECTORS FOR WITHHOLD FOR ALL TO WITHHOLD AUTHORITY TO VOTE, MARK "FOR ALL
ALL ALL EXCEPT EXCEPT" AND WRITE THE NOMINEE'S NUMBER ON
1. To elect the following Nominees for a term expiring THE LINE BELOW.
at the 2005 annual meeting of stockholders: [ ] [ ] [ ]
01) Richard J. Almeida
02) Alfred C. DeCrane, Jr. --------------------------------------------
03) Guenther E. Greiner
04) James M. Ringler
FOR AGAINST ABSTAIN
VOTE ON PROPOSAL [ ] [ ] [ ]
2. To ratify the appointment of KPMG LLP as independent auditors for the Company for 2002.
The shares represented by this proxy, when properly executed, will be voted in the manner directed herein
by the undersigned Stockholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2.
If any other matters properly come before the meeting, or any adjournment or adjournments thereof, the
person named in this proxy will vote in his or her discretion.
HOUSEHOLDING OPTION
MARK "FOR" TO ENROLL THIS ACCOUNT TO RECEIVE CERTAIN FUTURE
SECURITY HOLDER DOCUMENTS IN A SINGLE PACKAGE PER HOUSEHOLD. MARK
"AGAINST" IF YOU DO NOT WANT TO PARTICIPATE. SEE ENCLOSED NOTICE.
TO CHANGE YOUR ELECTION IN THE FUTURE, CALL 1-800-542-1061.
If you plan on attending the meeting, please check the
FOR AGAINST box to the right. [ ]
HOUSEHOLDING OPTION [ ] [ ] If you wish to include comments, please mark this box
and write them on the back where indicated. [ ]
--------------------------------------------- ----------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date